Total Take Over
by xilestyle
Summary: Hey all! I'm back with a new story! This is a mixture of my writing and others from . This story follows two female symbiotes who are hell bent on conquering the world! Please like, review, and let me know if you have any ideas on future chapters!
1. Prelude Chapter 1

Prelude Chapter 1 - **Black Cat**

Black Cat was grappling from rooftop to rooftop searching for something. She stopped on the next building she landed on and just stared out over the city. She wasn't there when Spiderman fought Venom but he told her about what happened, that Venom died, but she wasn't as optimistic. "Still no sign of it maybe Spider was right." Black Cat said with a sigh. "But we only found Brock never the suit, and we've seen it bond with other people in the past." Black Cat stroked her chin she wanted to believe it was over but Venom was too dangerous to make that assumption without proof. "All it would take is for that black pile of slime latch on to someone and even the weakest man would turn into a muscle bound behemoth with Spiderman's powers. Black Cat sighed again, "All I'm doing is stressing myself out. I'm not going to find anything, the way that venom looks it could be hidden on my costume for all I know." Black Cat joked trying to relieve some tension. Black Cat grinned, " I wonder what it feels like, having Venom on you, it fits tighter than my costume does and Brock never wore anything under It." she thought. Her face turned red as more thoughts about the symbiote filled her mind, she glanced around to see if anyone was looking and began pleasuring herself on the rooftop. The symbiote had seen Black Cat stop on the roof and was creeping towards her. It stayed silent and still hearing her talk only resuming moving after seeing her start masturbating. With her attention elsewhere the symbiote slithered behind the platinum blond woman and sprung at her. Black Cat saw the black blob flying towards her and screamed before she could even move the symbiote expanded and engulfed her wrapping itself around her like a cocoon. All her questions about the symbiote were answered and it exceeded her expectations. Unable to move an inch she could only bask in the pleasure of the symbiote grabbing her skin caressing her body as it cemented itself on her. It ripped through her costume but didn't leave her bare long taking its place as soon as it could. Black Cat's muffled moans of pleasure barely escaped her cocoon. "This is unbelievable." Cat thought letting the symbiote take her body without resistance. "Yess" Venom hissed "give yourself to our union and become the new Venom." The cocoon now tightened giving it the appearance of a featureless woman. Cat snapped back from her ecstatic mindset. "I'm may have played both sides of the law in the past but I'm no villain." "No, but I can sense you still have the same greed and the desire for the excitement it brought you, We can bring you more than just riches we can give you power." Venom said attempt to seduced Black Cat to its side. Taste what our power will be together." The cocoon had tightened to the point it was Black Cats skin her nipples and vagina viable through the suit. Her breasts expanded several cup sizes and her muscles became more defined. Cat could feel this new strength surge through her body and it felt good. "Ohhh yessss." Black Cat moaned. "I want it, give it all to me." The symbiote finished the bonding her head now the split image of Venom's with large tongue and mouth and white tear drop eyes. "Yessss." The merged beaning moaned. "We are She Venom." "No, I don't think you understood." Black Cat told Venom in their shared mind. "I want this power." The symbiote was surprised by its partner's sudden betrayal, it had succeeded in bring out Cat's dark side but not in controlling it. Maybe it had underestimated how strong Black Cat's will was or maybe it was too weak to resist regardless it was forced back to a tiny corner of her mind and sealed there.

"And I get what I want." Black Cat laughed now in full control of her symbiote enhanced body.


	2. Prelude Chapter 2

Prelude Chapter 2 - **Black Cat goes to see Peter but only MJ is home**

Felicia caressed her new slick shining black form, feeling the second skin on her breasts and stomach. An ultra thin membrane that felt alive and warm. It felt like part of her, yet at the same time, as if she were pressed against another person, almost as if she could feel a faint pulse. "Perhaps this is how it was for Brock," She thought. "It probably made more sense when he was willing to allow the symbiote some control. Mmm." Her hands found her pussy.

Exerting pressure on her cunt felt different, like it was being touched by her other. "How do people with symbiotes find the time to do anything bad?" She thought, rubbing her fingers back and forth over her mound. She shook her head. "I'd better go and tell Spider that I've found the suit. Explain it to him. If he sees I'm in control, then maybe he'll let me keep it."

"It's probably best if I don't have this gaping mouthed monster face if I'm going to convince him I've got it under control though..." Thought Felicia. She concentrated on the shape of her mask, and the suit pulled back, leaving a Black skin tight coating over her face, with all white eyes and lashes, and importantly, normal teeth. "There. Much more presentable."

The Black Cat, clad in her new shimmering alien costume, left off the building, instinctively slinging out lines of symbiote to swing from, heading towards Peter Parker's apartment.

Mary Jane sat in a silk nightgown on couch. Freshly showered and not properly dressed, She was idly flipping through a magazine, and enjoying some alone time while Peter was out on patrol.

He'd run an hour or so back to let her know he'd be looking for Venom, and might be waylaid with Reed Richards for some time if he found the symbiote.

When she heard the knock on the window, she expected to see peter there, instead she saw the unwelcome face of Felicia Hardy, clinging as her husband did to the side of the building, and wearing a different costume than usual. Frowning slightly, she dropped her magazine onto the couch, went to the window, and opened it for the Black Cat. After all, she might have news about peter.

"Felicia, would you like to come inside?" She asked curtly.

"Thanks MJ" replied Felicia as she dropped in through the window, revealing the rest of her Venom suit to Mary Jane, who took a step backward. "I was hoping Spider would be home. Is he around?"

Felicia took in the sight of Mary Jane in front of her, dressed only in her nightgown, showing off her curves. The symbiote seemed to heat up against her skin.

"Pete... Pete's still out looking for the Venom suit..."

"Yes, that's what I wanted to talk to him about. But I suppose that's obvious."

"Felicia, why are you wearing that?!" Mary Jane blurted out suddenly.

"It just jumped me out of nowhere. I didn't have time to get away and it bonded with me. I managed to beat back the symbiote's personality though. It's just me in here."

"That suit's dangerous! You can't seriously want it on you?" MJ looked horrified. There was no love lost between the pair, but even Mary Jane didn't like the idea of Felicia risking her mind becoming the next Venom. And besides, what if she turned villainous again under its influence?

"No, MJ it's fine."

Felicia's was still aroused from earlier, the symbiote warming her crotch wasn't helping, and she could feel an attraction to Mary Jane she hadn't previously considered. Was this an embedded part of Peter's subconscious, still in the suit after all this time? Whatever it was, it felt good. And she was stronger now, as easy as it would be for The Black Cat to take Mary Jane Watson Parker before, now it would be a cakewalk.

"I'm going to call Peter. You just. I don't know, have a seat or something." Mary Jane began to walk to the bedroom.

"Not quite yet I don't think" Felicia said under her breath...


	3. Prelude Chapter 3

Prelude Chapter 3 - **Felicia allows the symbiote to bond with MJ as well**

Felicia watched Mary Jane walk away and reach for her cell phone. Things seemed to slow down as her mind raced. "I need to be the one to tell him, not her not this way. He'll never believe I can control it; he'll try to take it away. I can't let this happen." Felicia thought. Her eyes narrowed and she launched her arms out firing lines of symbiote at Mary Jane. MJ stopped dead in her tracks feeling something coil around her legs. Before she could move her legs were pulled out from under her and she fell to the floor dropping her phone. "Felicia stop!" Mary Jane begged clawing at the ground trying to reach her phone and call for help. "We may never have been on the best terms, but I never wanted anything to happen to you. You forced my hand though." Felicia said coldly reeling the squirming woman in. Felicia lifted Mary Jane off the ground, her new strength allowing her to lift her with only one hand, and slam her against the wall. "When Peter sees what your doing do you really think he'll listen to you?" Mary Jane tried to reason with her assailant. "Of course." Felicia said with a devilish grin. "Because you're going to tell him how great it is." She reached out with one finger morphing the symbiote on it into a claw. She cut away at Mary Jane's nightgown until it was a pile of scraps on the floor. Seeing Mary Jane's body on full display made the warming feeling grow, she wanted to take her now more than ever. "No, Peter could be back soon, this has to come first." Felicia thought. "But no reason not to enjoy it." Felicia grabbed Mary Jane and forced her into a deep kiss, her hands caressing MJ's ass. Mary Jane felt Felicia's suit squirm coming to life. Tendrils lifted themselves off Felicia and latched onto Mary Jane at Felicia's command. Mary Jane found it harder to think with the warm sensation of the symbiote spreading across her naked body. Unable to contain herself Mary Jane gave into the bonding and the kiss. Felicia could feel half of her symbiote had moved to Mary Jane leaving bare splotches of her body exposed. Felicia broke the embrace and stepped back, strands of symbiote that connected them snapped and retracted to their bodies. Each of them half covered in the ebony goo. "How does it feel?" Felicia asked. "Magnificent." Mary Jane replied, "I don't ever want to be without it." Mary Jane smiled blissfully, feeling the warm sensation spread to her pussy, she couldn't help but gaze at Felicia's body. Seeing every curve, thanks to the symbiote sitting tightly on her body, she licks her lips subconsciously. Felicia catches her doing this and smiles lustfully.


	4. Chapter 1

Chapter 1 - **Yes, I love it!**

"Come to me my lover" Felicia cooed. Mary Jane strutted over. Suddenly her mouth opened up to reveal a monstrous foot-long tongue. Felicia grinned and opened her mouth to reveal her monstrous tongue. Both of them embraced one another and their tongues intertwined. "Oh Felicia" Mary Jane cooed in a double-voice. Felicia moaned as Mary Jane squeezed her tit and forced her tongue down her throat. Felicia began to gag with pleasure when Mary Jane broke of their kiss. She looked around sinisterly at their apartment surroundings. "I think a little redecoration is in order" she joked. "Oh Mary Jane, you are so right" responded Felicia. Mary Jane backed up a few steps and then stood still. Suddenly, she thrust her head to the ceiling with her eyes closed, and she stretched her arms apart. Tendrils shot out from her wrists and struck the walls of the apartment. Symbiote began to coat the walls and spread across them, and continued to spread toward the ceiling. Felicia stood by with an evil smile on her face. Soon the symbiote had covered all of the apartment walls along with all of its contents. Mary Jane brought her hands back to her sides and approached Felicia. "What do you think lover?" Asked Mary Jane in her. "Oh my. It's beautiful. It's our very first hive, and it belongs to both of us" she answered in her double-tone. "Look at the possibilities. Forget Peter. We can change everything. We can take over this planet, you and I, and we shall reign as their queens" Mary Jane proposed. "Oh yes. I love this new side of you MJ", Felicia opened her mouth and met Mary Jane's, who embraced their kiss. "These suits won't be enough though. We need more power than they can provide," said Mary Jane. "What do you propose then?" asked Felicia. Mary Jane said nothing but instead forced her tongue back down Felicia's throat. Felicia gladly accepted and let herself go. Suddenly, an egg-like bulge began to arise in Mary Jane's throat like a parasite. The egg swam from Mary Jane's mouth down Felicia's, and continued to swim down Felicia's throat. Horrified, Felicia broke off their kiss. "WHAT DID YOU DO?" screamed Felicia. Mary Jane laughed. "Oh Felicia, don't be upset. Trust me, you're going to love what happens next" responded Mary Jane as she smiled evilly. Then Felicia let out a moan and grabbed her tit, the other hand reaching down to grab her clit. Suddenly a spray of symbiote shot out of her cunt and slithered down until it attached itself to the floor. She opened her mouth in orgasmic pleasure as she threw up a spray of symbiote, which attached itself to the ceiling. She continued to rub her breasts as slowly her body began to lift off the floor and levitate in the air, with the symbiote on both ends supporting her. She muffled yet another moan as a transformation began to take place. Her arms began to swell up. First to proportions of a body builder, and then swelled until her biceps and triceps became almost inhuman, which she almost wasn't anymore. Her abs began to become more defined. A six-pack formed, but soon expanded across more of her lower chest until they swelled to become an eight-pack. Her breasts also inflated to become even larger than they were before, with drops of symbiote leaking from her tits. Her legs bulged out as well, expanding out to a size comparable to that of a tree trunk. All of the while she was in complete ecstasy, moaning and even laughing and her powerful transformation was taking place. Finally the symbiote receded back to the ceiling and into the floor, bringing her back to the ground. She landed on all fours. She faced the ground and then startled to chuckle. Soon she started to laugh even harder, until she erupted into a full on maniacal laugh. She stretched her arms and legs out and laughed to the sky. Then she looked back down at Mary Jane. She opened her eyes. She was a new being now. Her eyes were completely black. Her mouth consisted of rows of sharp teeth with an acidic tongue alongside it. Small black veins had formed across her forehead and on the sides of her face. She examined her arm and flexed. She felt her new muscles with her other hand. "I've never experienced such awesome power like this before. Thank you Mary Jane" she exclaimed. "Please, call me your new mistress. I shall do the same" MJ responded. "Now it's my turn". Mary Jane stretched her arms to her sides. Suddenly two large symbiote tendrils burst out from the wall behind her and began to slither by her feet. "Come my children. Lend me your strength," she moaned in her double tone. The two tendrils started to crawl and twist up both of her legs. They continued past her clit and up her chest as they reached her breasts, which were covered with the white symbiote emblem. They twisted around her waist and hovered in the air for a second. Suddenly they thrust themselves onto MJ's tits and began pumping symbiote into her. MJ screamed in orgasmic pleasure as her transformation began. Her breasts immediately began swelling to much larger proportions, veins forming around them and below them. Her stomach, once completely void of a muscle, began to form abs. They too swelled out to form a six-pack, but continued growing out even more into an 8-pack, until they finally had completely transformed into a massive 10-pack. Two more tendrils burst from the wall behind her and attached to her arms, which also began pumping substance into her. By this point Mary Jane was shrieking in delight as her arms began to grow at a furious pace until they became extremely defined. Her biceps almost seemed to grow biceps and her triceps were huge. Felicia rubbed her clit as she watched, in just as much pleasure as MJ was. Finally the tendrils detached themselves and receded back into the wall. Mary Jane and Felicia were now completely transformed from their normal 5'10" figures into massive 7-foot tall displays of muscle. Mary Jane let out a pleasurable sigh as she opened her eyes. Hers had become completely white, almost as if they became white-eye patches of the suit itself. She smiled her wide, deadly smile for Felicia, who was in awe at the new "them". "No fair, you got stronger than I did" Felicia pretended to tease. "Relax my venomness, for we now have all the power we've ever needed in our lives" MJ responded as she caressed her new breasts and felt her 10 back of muscles below. Both of them came towards one another and MJ kneeled down to suck on Felicia's tits. Felicia gasped in delight as she felt her fingers through MJs hair, which had now become strands of symbiotic tendrils themselves. MJ let go and stuck out her tongue, which Felicia imitated and they both embraced in one last kiss before Felicia separated herself. She looked toward the bathroom and the drains in both the shower and the sink. She looked back at MJ, who was already focused on Felicia was staring at. They looked in each other's eyes. "Are you thinking what I'm thinking?" asked Felicia. "You know me so well. It's time to expand our kingdom my love." Mary Jane answered. They thrust out their arms simultaneously at the drains. At command, symbiote crawled off the bathroom surfaces, releasing themselves into the drainage systems of New York City.


	5. Chapter 2

Chapter 2 -** The symbiote spreads out to the Baxter Building**

Mary Jane and Felicia's spawn crept through the drains and into the main waterlines of the city coating the pipes spreading as far as they eye could see, moving into position to take the city at its mistresses' command. The two symbiote queens knew if they acted to rashly their rule would be over before it began, they needed to weaken the opposition first or better take them over. One of the tendrils crawled away from the main cluster and headed towards the Baxter building home of the fantastic four and the sonic gun.

Sue Storm let her clothes fall to the ground and stepped into the shower. She turned on the steaming hot water and closed her eyes, they had just got back from dealing with a crime, and she just wanted to relax. She brushed her wet hair out of her face when the water suddenly stopped. Sue sighed and opened her eyes, the water dripped down without any pressure like something was blocking the water. Sue leaned towards the faucet when the symbiote tendril burst from the pipes into the shower.

"What the hell? "Sue screamed stumbling backward in shock. The symbiote shoot out and latched onto its target. It wrapped around her wrist and started crawling up her arms. As other tendrils branched off and spread around the walls of the shower. Sue regained her senses and expanded a force field around her splattering the symbiote off of her. Sue made a break for it and tried to open the shower door but it was now completely coated by the symbiote. Tendrils launched from the door consuming her arm. Sue pulled back but couldn't break free. Sue looked around for anything to help her, but realized it was too late the entire shower was covered by the symbiote. Sue created another force field around her as waves of tendrils launched at her. The tendrils splattered against the force field reformed then launched again. She held her force field as long as she could but after an hour exhaustion set in and she was devoured by the black mass and wrapped into a symbiote chrysalis.

Back at the apartment, Mary Jane and Felicia embraced each other while lying in a web of symbiote tendrils. "Can you feel it" Mary Jane asked rubbing her clawed hands across Felicia's chiseled body.

"Yes, she's still struggling it's so delicious." Felicia grabbed Mary Jane and forced her serpent tongue down her throat.

Mary Jane broke the kiss, "I hope they all struggle this much." She slid her hand down Felicia's body and teased her pussy. They both moaned, their connection through the symbiote let them feel what the other did. Mary Jane slid her tongue down Felicia's body to her crotch and turned her body as to grind her crotch into Felicia's face.

Back in the cocoon Sue could feel the two symbiote-covered women pleasuring each other as if it were happening to her. Her body shivered with pleasure and her mind finally gave into the mental assault. Sue's hand broke free of the cocoon now corrupted by the symbiote. She pushed her way out and rose to her feet. Her body pulsed with new large muscles and expanded breasts, her new form shined in its black coating. Sue hissed in the ecstasy of her rebirth, she was now MJ and Felicia's willing slave and awaited orders from her queens.


	6. Chapter 3

Chapter 3 - **Sue captures the rest of the Fantastic Four**

Sue opened the door to the bathroom and smiled with perverse pleasure as the symbiotic infestation fallowed behind her spreading further into the Baxter Building. Through her mental link with MJ and Felicia, Sue knew what her queens wanted from her. The Fantastic Four needed to be dealt with. Ben and Johnny had gone out, leaving only Reed and Sue in the building. Sue was outside Reed's lab when an alarm went off Sue grinned and retracted her symbiote making it take the form of her uniform before entering the lab. "Reed I heard the alarm what's happening?" Sue asked feigning concern. Reed stretched out an arm and tapped a monitor, "There's some alien containment spreading through the building. The reading say it's the alien symbiote, but it shouldn't have this much biomass something's changed." Reed explained. "The symbiote, we'll need the sonic gun before it gets to us." Sue said "I'm thinking the same thing. I'll unlock the case for you." Reed said half distracted with keeping the infected areas locked down. The case housing the sonic gun slid open. Sue reached in and grabbed the sonic gun. Sue stocked the gun and laughed. "Sue?" Reed said tilting his head to look at his wife. "Yes, dear?" Sue replied with a laugh as the symbiote bleed out of her pores enveloping her body. Reed opened his mouth to say something but Sue didn't give him a chance and fired the sonic gun at him obliterating his computers and sending him flying against the wall. Red lights started to flash without Reed's commands the system keeping the symbiote locked up went down. Large tendrils of symbiote smashed through the doors and out of vent lining the inside of the building with its corruption. Reed groggily tried to return to his feet but tendrils wrapped around him and pinned him to the wall. "Sue why.." Reed said before the symbiote encased him in a cocoon. "Because the queens' have something special planned for you. "Sue grinned a toothy smile with her monstrous maw and sensually rubbed against her encased husband. She could hear a muffled moan escape the cocoon as a large symbiote cock emerged from the cocoon. Sue straddled the cocoon and impaled herself on the phallus. Sue moaned as she rode her imprisoned husband, thrusting the symbiote cock in deeper with each thrust. Even through the cocoon Reed's moans of pleasure could be heard as they climaxed. Sue dismounted him black alien cum dripping from both husband and wife. Sue fell to her knees feeling waves of ecstasy wash over her. The symbiote was adapting evolving with Reed's genetic contribution. Sue rose to her feet and stretched out her neck, using Reed's stolen powers, and called Johnny and Ben. With her vocal cords stretched just right she mimicked Reed's voice. "The situation's been taken care of nothing to worry about, but you should come back as soon as you can." Sue closed the phone, "There they should have their guard down now." Sue said her voice her own again. When Ben and Johnny returned they were caught completely off guard and quickly subdued by the symbiote tendrils that infested their home. They were dragged through the building and planted against the walls next to Reed in his lab. Sue extracted their gifts for use by the hive, making the symbiote as tough as stone and fireproof. Sue stood in the middle of the lab admiring her work.


	7. Chapter 4

Chapter 4 - **Spiderman comes home**

MJ and Felicia could feel the corruption of the Fantastic Four and smiled. They knew that Spiderman would return shortly and that would try to interfere with their fun. They knew what they had to do.

"MJ?" Spiderman said as he entered the apartment, "MJ?"

There was no one home. On the kitchen table there was a note.

'Hay Tiger!

Got called out to replace another actress on a shoot in Puerto Rico! Sorry it's so short notice. Be back Tuesday!

-Love MJ'

Spiderman took off his hood and sighed, well it meant that he would have a weekend to himself to think about Brock's Death.

MJ and Felicia exited the special elevator from the hidden entrance in the subway system. The Symbiote Invisible Woman waited kneeling before her Queens.

"Rise," the Venom Queen's breathed together, "Let us enjoy our newest servants while they are bound in their cocoons!"


	8. Chapter 5

Chapter 5 - **The spawn targets members of the X-Men**

Sue rose to her feet at her Mistresses' command. They had transformed the abandoned repair chamber into their throne room. The symbiote lined every surface even walling off some tunnels to keep any vagrants in the tunnels away. Water pipes were blocked shut by symbiote tendrils that spread from this room and by now infested almost every corner of the city that they were connected to. Felicia and Mary Jane descended from the large web they were laying on and walked towards their servant. Sue looked at her queens in awe seeing their new forms for the first time since the symbiote touched them. Their bodies putting She-Hulk to shame covered in the glossy black seconded skin everywhere but their beautiful pale white faces, the eyes and lips as black as the symbiote with black veins spreading towards their eyes from their wild tendril manes of white and crimson for each queen respectively. "Here they are my queens." Sue said motioning to the three cocoons she dragged in behind her. "Good" Felicia coos, caressing one of them with her claws. She smiles and motions with her arm. A large tendril as thick as a bus whips down from the ceiling and connects to the floor creating a pillar in front of their web. The pillar shoots out smaller tendrils that latch onto the cocoons and drag them onto the pillar. The cocoons shift and morph, each unconscious hero now surrounded by a thin mostly translucent membrane held in place by tendrils coiled around the pods like roots. "There now we can see our trophies." Felicia laughed. "Can't they serve you as slaves my queens?" Sue asked. "They could, and if our hive is attacked they'll hatch and be turned into fanatical bodyguards, but as long as their in their pods we can steal their powers." Felicia replied. She turned her attention away from Sue and straddled the Human torch's pod. She rubbed the pod sensually and Johnny stirred without regaining consciousness, the pod formed a symbiotic phallus and Felicia mounted it lustfully. She ground against it thrusting and screaming in pleasure. Sue watched with envy wishing her queen would dominate her like she was the helpless Human Torch. Felicia screamed with ecstasy and climaxed setting her body on fire with her new power. Felicia extinguished herself and returned to Mary Jane's side. "Our little servant was done well I believe a reward is in order don't you my love." Felicia said grabbing Mary Jane's ass. "Indeed, and it would be quite enjoyable to watch." Mary Jane replied embracing Felicia. Mary Jane grinned fiendishly and pointed her arm out towards Sue. Several tendrils shot out and snared her arms and legs raising her into the air. More tendrils slithered around her body thrusting into her waiting pussy and ass. Felicia and Mary Jane coiled around one another like snaked groping and caressing each other to the show. Sue moaned in pleasure, her body transforming and filling with power with each thrust. Her muscles bulged out giving her an Amazonian physique. She was returned to the ground less than her mistresses but still larger than most heroines. "This is amazing." Sue said panting for air exhausted by the ordeal. "Please let me go out and use my new strength to bring others to your service." "No." Mary Jane replied breaking away from Felicia. " This little one will bring you us more servants." Mary Jane petted a small symbiote spawn wrapped around her arm. She walked to a drain and whispered to it and it forced itself down the drain off to infect another. "You'll return to the Baxter Building and if someone tries to contact the Fantastic Four make excuses, we don't want anyone to know what happened." "Yes my queen." Sue said reluctantly as she left. Mary Jane and Felicia sapped the strength form the remaining Fantastic Four and returned to their web and embraced just in time for their spawn to reach it's destination.

The spawn wiggled free of the pipes and after its long journey found itself in the X-men's front yard. It slithered stealthily through the bushes and towards the sound of someone nearby. It crept up the wall and dropped down into the window splatting on the floor from the long drop. It saw rows of lockers, a few shower nozzles against the far wall and a lone bathing suit sitting on a bench. It launched a tendril and dragged the bathing suit off into a corner, than took its form and place on the bench. Just as it finished, Kitty Pryde came around from behind the lockers and sat down next to the symbiote. The young woman picked up they symbiote pretending to be her bikini and casually put it on not knowing what she just exposed herself to. She adjusted her bikini it felt tighter than normal, she checked the mirror but it still looked fine so she decided to just forget about it and go for her swim. She went to the pool and jumped in, She looked around she was alone in the pool like normal so she started doing her laps. She got lost in her thoughts and swam on autopilot. Kitty felt herself getting horny not noticing the symbiote subtle teasing her body because of the overwhelming feelings from Mary Jane and Felicia each eating the other out. She tried to push the thoughts out of her head but more just came in now in addition to feeling like she was getting oral from two different people she could also feel Sue back at the Baxter Building exploring her new body while fingering herself. "Dammit" kitty said swimming to the other end and pulling herself out. "I just.. I need." She panted looking around and ran back to the showers. She ran past the mirrors to distracted to notice the symbiote was already spreading. She grabbed her tits in one hand and ran down her body with the other. She didn't care that her bikini was now so tight that it was like she wasn't wearing anything. She rubbed herself and plunged her fingers in. She closed her eyes as she became more frantic. She felt the symbiote's warm tight embrace spread over her entire body but was too blinded by her unquenchable need to care. She screamed in pleasure finally released from her lust. She tried to catch her breath and opened her eyes just in time for the symbiote to consume her head drawing her back into darkness. When her vision returned she was fully converted and ready to serve.


	9. Chapter 6

Chapter 6 -** Kitty converts Psylocke when she comes in to shower after a sparring match**

Kitty, now consumed by the symbiote, observed herself in the mirror. She stuck out her foot-long tongue playfully as she caressed and felt her breasts, and ran her fingers over her newly formed, veiny biceps. She let out a sensual moan.

"Are you liking your new look?" MJ communicated telepathically.

"More than I could ever imagine my queen. This new gift you have given me, I need more..." Kitty answered out loud.

"In time my spawn. But you know what you must do first" MJ answered following it up with a small cackle of laughter.

Kitty grinned with her monstrous teeth as she heard someone approaching the locker room. Quickly she used her mutant powers to sink through the floor. As Kitty observed the locker room, she saw Psylocke enter the room, placing both her katanas on the bench and beginning to undress. Kitty knew she had to serve her Queens well and take advantage of this new opportunity. As Psylocke stepped into the shower and closed the curtain, Kitty moved back onto the floor. She slowly strutted toward the shower as Psylocke turned on the faucet. When Kitty was only five feet away, she stopped and stood still. Suddenly she threw her head back, looking to the ceiling and closed her eyes. In her chest a small bulge began to appear between her breasts and swam upwards toward her throat. The bulge moved through her throat and, through her symbiotic maw, out squirmed a symbiotic parasite. Kitty smirked as the parasite crawled down her shoulder and latched itself onto her wrist.

Using her symbiotic powers of disguise, she transformed her suit back to bikini form, with the white symbiotic spider covering each cup. Meanwhile, Psylocke, completely unaware of what was going on just outside, continued to cleanse herself.

"Mmmmm, unleash it my pet..." MJ cooed, her eyes completely blacked out as Felicia groped her tits.

Kitty gave a small nod and called out loud "Psylocke?"

Completely taken off-guard and shocked, Psylocke summoned her powers and ripped the curtain open. She was greeted by the sight of Kitty, who wore a sinister gaze on her face. In an instant, Kitty stretched her arm outward, as if to shoot webbing, but instead to summon the symbiotic parasite. On cue, the parasite shot out and attached itself to Psylocke's face. Psylocke, fearing for her life, tried to viciously rip off the symbiote, but to no avail. Telepathically, MJ and Felicia began to laugh manically as they pleasured one another, while the symbiote began to spread itself over Kitty.

It was then that the parasite began to make its move. The parasite unleashed two small tendrils, which attached themselves to Psylocke's breasts, and began pleasuring that part of her. Psylocke, struggling not to give into the pleasure, continued to try to rip away the symbiote.

Back in the hive, MJ separated herself from Felicia's grasp and, with authority in her double voice and a smile forming between her lips, muttered "Now."

On command the symbiote began pumping symbiotic spores through Psylocke. One by one the eggs swam through her throat and into her insides. Completely consumed by pleasure, Psylocke gave into the symbiote. The symbiote continued pumping out spores, while it began to spread across the rest of her body. It reached her clit and began stimulating that part of her body as-well. She let out a muffled orgasmic moan while Kitty slipped her fingers inside herself as she watched. Once the symbiote covered the last part of her exposed skin, she began to transform. Her abs became more defined, and her tits expanded further. But as the symbiote continued pumping through her, bulges began to form on her shoulder blade. Soon, her head was almost becoming swallowed by the symbiote spores, which were building up and collecting on top of one another. Finally the parasite went dead and dropped to the floor. Psylocke stood shivering in ecstasy as the monstrous mass of symbiotic spores had finally settled on her shoulder muscles, waiting to be freed so they could be spread to infect others. Kitty approached her and ran her fingers across them, while thrusting her tongue into Psylocke's mouth, which Psylocke met eagerly, twisting her own newly formed tongue around hers.

Sensing the feelings from the transformation, Felicia retracted herself from MJ's crotch. "My sister, I just loooove the way you think," as she leaned back in and met MJ with a kiss.

"Mmm, thank you." With Psylocke under our control as a symbiotic time bomb waiting to be unleashed, we are becoming even closer to total conquest." Felicia thrust her tongue down MJs throat, while MJ went numb, letting Felicia pleasure her as much as she pleased.


	10. Chapter 7

Chapter 7 - **Psylocke prepares to release her spores upon the X-men and the public**

Using a combination of her ninja skills, as well as her telepathic abilities, she passed through the halls of the X-mansion unseen by all. Even the most powerful telepaths couldn't sense her. Because if they did, she knew that would raise the alarm after finding out her intentions.

She had no regrets about what she was going to do. In fact, it excited her, made her horny, even. She loved the idea of giving her mistresses an army to serve their purposes. She grinned as she felt the symbiote tease her pussy lips gently. She was nearly at her destination.

She slipped against the wall, and neared the spot where Emma Frost, Storm and Wolverine where standing, supervising the new mutants. She let out a tiny gasp as Logan sniffed the air, worried that he might catch her scent. Luckily, he only smelled an approaching student, whose mutation was that he produced nausea-inducing fumes when agitated.

'_Now, my pet,' _the sultry voice of her mistress commanded, and Psylocke smiled as she made herself known. A ripple of horrified expressions preluded a mighty explosion of symbiotes, which managed to attach to everyone in the room.


	11. Chapter 8

Chapter 8 – **SHIELD shows up at MJ & Felicia's hive**

Back near the symbiote hive in the subway tunnels, MJ and Felicia to spread symbiote to more uncovered areas of the tunnels. "When will we finally unleash our powers upon this city and spread our kingdom across the rest of this planet?" asked Felicia. "Soon, my lover. It won't be much longer. I have a plan that will make us reign as true rulers of this world, and we'll have all the power we could possibly imagine" MJ answered seductively, starting to wrap her arms around her partner once again. Their symbiotes began to retract over their faces for another kiss, when both suddenly broke off and froze. "Someone is coming" hissed Felicia "I can sense it". She summoned her newly harvested powers as fire began to dance on her fingertips. "And it's not our new spawn." MJ knelt down and put her hand to the symbiote-covered floor. Her hand instantly dissolved in the coating of the symbiote as she threw her head up towards the ceiling, attempting to sense who the intruder could possibly be. A wicked smile began to appear on MJ's face, as a sharp, toothy grin began to take hold on her. She separated herself from the floor and stood back up. Felicia was still panicked. "Your plan, whoever this is could completely ruin us!" "Relax." MJ consoled Felicia. "There's a change in plans. In fact, it's going to be a change for the better." She summoned her symbiote back to cover her head. "For all of us" she deviously cooed. She grabbed Felicia and began whispering in her ear. MEANWHILE: A group of SHIELD agents led by Black Widow began to slowly make their way through the dark tunnel system, searching with flashlights attached to their weapons. "Man, is there really no quicker way of getting through here? My dogs are barking!" complained one of the agents. "That's enough." spat Black Widow. "We're here to track down the Fantastic Four. They've been reported missing for a few days now and the last signal we heard from here leads to somewhere in this tunnel system. It's important that we search every square foot of this place." "I thought SHIELD work was supposed to be exciting" sighed another agent. "Uh, guys?" spoke one of the female agents. Widow and the rest of the agents turn around. "Stop trailing behind!" yelled Widow "We have a lot of ground we need to cover and we can't afford to waste time!" "Well, I would..." answered the female "but I'm kind of stuck here." She motioned to her foot. Black Widow shined the light of her pistol on her foot. Sure enough her foot was stuck in some mysterious black goop. "Oh come on" spoke one of the male agents. "It's probably just some subway tar or something. Just give it a good yank and you'll be fine." The agent struggled to free herself. Reluctantly, Widow made her way over to her. "I knew I shouldn't have bothered with this field job" she scoffed. "Help!" The startled agents immediately pointed their lights and guns in the direction of the cry, on the wall nearby. "Who is that?" Barked Black Widow. "Identify yourself or we will be forced to use further action." Slowly the agents inched their way closer to the wall where the sound came from. "Guys?" croaked the stuck female agent, as the other agents ignored her and continued to approach the wall. As they stepped closer they too began stepping in a black substance. "Ugh! What is this stuff?" complained a grossed out agent. "I just cleaned these boots today too!" "I can barely move" exclaimed another female agent. Natasha disregarded their comments as she persevered through the goop-covered floor. She too, began to feel nervous about what was going on. "I said identify yourself!" she yelled again. Suddenly she heard a whimper from a higher section of the wall. She pointed her gun to the area and immediately her jaw dropped. Attached to the wall in symbiote was a blonde female, cocooned in tendrils of black symbiote. "Please, help me" she cried. Black Widow was appalled at what she was witnessing. "Felicia...Hardy?" She asked. "Holy shit." squeaked one of the agents. Widow and the agents looked at him. The symbiote was slowly crawling up his leg. "I can't move man! This thing is crawling on me and I can't move!" he proclaimed as he struggled to free himself. A wave of past memories suddenly came over Black Widow. SHIELD papers and research documented the arrival of a strange alien species that arrived from out space. She immediately realized what the black goop really was. "No..." she whispered. "We have to get out! Abort the mission now!" she screamed. In her haste to run away she discovered to her own horror that she too was now latched to the floor. A gurgling sound came from the stuck female agent they had begun to walk away from. Natasha shined her light in her direction. Her face went pale with fear at what she saw. The symbiote has covered her entire body except her head, which was forced upward, as a tendril of symbiote extended from the ceiling and into her open mouth, pumping spores of symbiote into her stomach. The other agents around her began screaming as they were becoming consumed by the symbiote crawling on them from the floor. "HELP ME!" shrieked one of the male agents as the symbiote began to approach his neck. The other agents were also fixed in place as the symbiote held them down. "Use your sonic grenades!" Natasha yelled as she grabbed an emergency one which she had carried with her as part of SHIELD's protocol. As the symbiote reached her waist she extended out the grenade and grabbed the pin with her other hand. Then, out of nowhere, a strand of symbiote attached to it, and yanked it out of her hands before she could pull the pin. Surprised, Black Widow looked in the direction of the tendril, but could see nothing but darkness. The tunnel went completely silent then. Black Widow was shaking nervously, fearing for her life. "Private Connor? Tracy? Sanders?" she spoke out, desperately hoping one of them would answer. But the tunnels went completely silent. And then Natasha heard a growling behind her. She tried to run, but was held to the ground. She twisted her head back as much as she could to see what monstrosity was making the noise. Her own fears were realized when two white patches appeared from the darkness, and another pair, and 3 more following it, as they began to close in on her. Black Widow tried to rip off the symbiote wrapped around her legs. Suddenly, what felt like a talon grabbed onto her skull and forced her head back. Wide-eyed, she looked at the arm holding her back. It was the face of a toothy-mawed symbiote, with acid dropping from its mouth. Other symbiotes, who were once her fellow comrades, surrounded her. Three of them male figured, two of them female; one of which had symbiotic eggs embedded on her chest and on her shoulders. Natasha knew this was her end. Then a seldom chuckle came from the trapped woman she was examining just a minute ago. Natasha looked at Felicia. She was no longer held against the wall, but was gently being lifted to the ground by tendrils of symbiote extending from the tunnel walls and ceiling. She landed on the ground in front of Black Widow and the tendrils receded. Felicia maintained her human form for the time being; nonetheless her chest and arms were significantly more toned and muscular than even the strongest woman. "What have you done?" Snarled Natasha, shooting daggers from her eyes at Felicia. "Nice of you to come into our home, 'Black Widow'" Felicia mocked, as she tapped the hand of the symbiote digging into Natasha's scalp. The hand let go, and Natasha begin jerking her head back and forth to try and free herself. "Wow, you are a feisty one," exclaimed Felicia as she grabbed Natasha by the sides of her head and held them in place. Black Widow looked at Felicia and spit in her face. "You always were a petty criminal" she sneered, "only someone as pathetic as you could have succumb to using the symbiote." Felicia smiled as she opened her mouth and stuck her long, monstrous tongue out, and licked Widow's saliva off her own face. "Mmm. You do taste good. Let me let you in on a little secret." said Felicia, as she separated herself from Black Widow. She backed up a step, threw her arms out to the side and her head to the ceiling. Natasha looked on in horror as Felicia began transforming as the symbiote poured out of her skin, as her muscles in her arms and legs swelled to massive proportions while her abs began to reform, and her shoulder muscles became much more broad. She grew more than a foot in height until the symbiote covered her face, revealing her black eyes over her white-eye patches and her toothy grin. "What you see here is only the beginning," said Felicia in her monstrous double-toned voice. Soon, this whole world as he know it will be bonded to our other, and us and we will be the supreme rulers. One way or another, humanity will fall to its knees to serve us, and we will bask in the power, which the symbiote has bestowed upon us. "And you have the honor of starting our revolution" spoke another symbiotic voice from the blackness. Black Widow looked on in horror as an even larger, more muscular symbiotic woman appeared out of the darkness from behind Felicia. She paused briefly to exchange a kiss with Felicia before advancing onto Natasha, where she stood in front of her. Natasha looked on in horror as the symbiote's mask retreated on the woman, revealing the sinister grin of MJ as she gazed at Natasha. Black Widow couldn't believe her eyes. "No...Mary Jane what have you done?" "Shhh" MJ answered. "This will be pleasant for both you and I" she responded. Then MJ wrapped her arms around Natasha in a bear hug. Natasha struggled to break free of her grasp. Suddenly, tendrils of symbiote began bursting from MJ's body and wrapping themselves around both her and Black Widow. "Here, I'll make this even better for you" cooed MJ as she planted a kiss onto Black Widow and stuck her symbiotic tongue down her throat. Natasha was helpless as the symbiote began to take its held on her. She tried to resist one last moment before the pleasure overtook her and she began kissing MJ back, all while more of the symbiote began to form a cocoon around the two of them. Felicia smiled as the two caressed in a kiss, the symbiote beginning to wrap the last remaining sections of their body still pleasant. Finally, the symbiotic cocoon sealed up. For a few minutes Felicia and the other symbiotes waited eagerly for it to hatch. She began to approach it, fearing that something had gone wrong. Then, a monstrously clawed hand burst out from it. Followed by another, until the remnants of the cocoon where shattered and burst out by tendrils in MJs body. Felicia stared in awe as Mary Jane had grown to spectacularly new large proportions. She was now a full 10 feet tall, 3 feet higher than Felicia, and her muscles met these new proportions. Her abs were now a full 12 pack, and seemed to begin to stretch across her whole midsection. He arms had swelled to near basketball proportions, and her biceps and triceps almost appeared as if they had muscles of they own. Veins were crafted across the muscles of her body, some of which even squirmed with the symbiote inside her. Her breasts had grown into fit but ginormous proportions, even leaking symbiote from the tits. But what was also most striking about her was the emblem on her chest. The white spider mark has now blended with strains of red and black, as borrowed from Black Widow's traits, which she had now absorbed, and her symbiotic skin was tainted a very dark red and black. MJs eyes remained shut as she moaned in pleasure as she felt every carved muscle on her new form. Then, as Felicia had done earlier, she too stretched her arms out to her sides. Suddenly, she began screaming and moaning in orgasmic pleasure as her hips and her chest began to rock back and forth. Felicia looked on in amazement at her new leader as two bulges began to grow out of the sides of her chest. Soon, hands began to appear, and they began to extend from her body, attached to arms just as muscular and veiny as her other two. At last the growth has stopped. MJ has now become the supreme Queen of her and Felicia's kingdom. Her four arms feeling every section of her body as she began to cry in delight at what she had become. She walked over to Felicia, who was still staring in amazement at MJ. "How do I look, lover?" asked MJ. "Like you're ready to rule my Queen." answered Felicia as she jumped onto MJ and began pleasuring her, forcing her tongue into her mouth, while MJ fingered Felicia and pleasured her breasts with the newest additions to her body. "This world will be ours" MJ said between kisses and moans "and now that I have Black Widow's memories added to my own, and then some, we're ready to finally begin our takeover."


	12. Chapter 9

Chapter 9 - **MJ, Felicia, and their symbiote slaves unleash symbiotes throughout the city via the sewer and subway lines**

MJ, Felicia, and their symbiote slaves unleash new spawn throughout the city via the sewer and subway lines.

As MJ and Felicia lead their children through the streets of New York City, they are intercepted by a handful of S.H.I.E.L.D. agents. "I though we'd gotten rid of you!" MJ exclaimed. A field agent stepped forward and spoke, "We thought the very same, until Jenkins here used some sonic grenades to free us." "What should we do?" Felicia asked MJ. "I have an idea that will grant us victory," she replied as she being whispering her plan to Felicia. Upon finishing Felicia left to complete her new mission, to find Peter and convert him.

It took Felicia a few minutes, but she finally found Peter fighting off a group of symbiotes. She landed next to him and smacked him into a wall with a flurry of tendril. Stuck in place all he could do was watch in horrible and the new symbiote revealed her face.

"Felicia! What have you done?!" Peter yelled. Before he could ask her another question she forcefully slid her tongue into his mouth. He struggled for a minute before giving into the kiss. Tendril started covering his body, but he was too preoccupied with kissing his former lover. As the goo traveled over his body it began to grow in size. Claws formed on his now huge hands and feet, and his extremities inflated in size too. Felicia broke the kiss as the symbiote started flowing up Peter's neck. A few moments later a gigantic symbiote stood before her.

"YES! We have missed this power! MMMM! VENOM IS BACK!" it yelled.

"MMMM, yes! He gave in. Now the next phase of my plan can begin!" MJ screeched.

Five minutes later Felicia and Venom landed next to MJ. "Well hi there Peter." MJ says in a sultry tone. "We are no longer Peter! WE ARE VENOM!" he states.

"MJ what's the next?" Felicia asks. "This!" she replies

MJ grabbed Venom and then proceeded to cocoon him and Felicia with a shockingly large amount of symbiote mass. Stands of goo starts peeling their symbiotes from their bodies, preparing the pair for the merge.

"What the hell is happening?" one of the S.H.I.E.L.D. agents asks his superior.

Inside the gooey pod, Peter and Felicia begin caressing each other's skin feeling how soft it is to the touch. Moaning can be heard from within the pod as the tar-like substance starts to crawl over their now naked bodies. Bit by bit the two become merged together into one giant symbiote almost as large as MJ.

"Ahhh, much better." States Mayhem. "Now the battle can begin!"


End file.
